This Commission Agreement with Indemnity Provision ("Agreement") is between
________________________________________ ("Company") and
________________________________________("Agent").

In consideration of the mutual agreements and covenants herein contained, the
parties hereto agree as follows:

1. AGENCY: The Company appoints the Agent as its _____ exclusive
agent or _____ non-exclusive agent for the following purposes:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________

2. INDEPENDENT CONTRACTOR: This Agreement shall not render the Agent an employee, partner, or joint venturer with the Company for any purpose. The Agent is and will remain an independent contractor in his or her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Agent's compensation hereunder. The Agent shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

Agent shall lack authority to bind Company to any agreement or contract until
Agent obtains written consent from ________________________________________
[Name of Individual] of the Company.

4. INSURANCE: The Agent will carry liability insurance (including malpractice insurance, if warranted) relative to any service that he or she performs for the Company.

5. COMMISSION: For the Agent's services, the Company shall pay
the Agent the following commission percentage: ________ % of the Agent's total sales.
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Provide additional details if necessary.]

6. EXPENSES: _____ Not applicable or _____ As part of the
compensation to the Agent, the Agent shall also be reimbursed for the following
expenses:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
[Describe all expenses for which the Agent may be reimbursed.]

The Company shall not be obligated to reimburse the Agent for any additional expenses
incurred in the performance of services pursuant to this Agreement unless agreed
in writing by the Company in advance.

8. RENEWAL: _____ Not applicable or _____ This Agreement
shall automatically renew for increments of _____ days or _____ one month or
_____ one year, unless either party gives ________ days written notice to the
other party of his or her intent not to renew. Notice shall be deemed
sufficiently given or served if sent by United States certified mail, return
receipt requested, addressed as follows:

If to the Company to:

_________________________________________________________
[Typed or Printed Name of Company Representative]

The parties shall each have the right from time to time to change the place
notice is to be given under this paragraph by written notice thereof to the
other party.

9. EXCLUSIONS: _____ Not applicable or _____ Excluded from
this Agreement are all existing written agreements in place at the time of the
execution of this Agreement with other agents.

10. INDEMNIFICATION: In fulfilling Agent's duties pursuant
to this Agreement, the Agent agrees to indemnify and to hold harmless the
Company, its affiliates, and their respective officers, directors, agents and
employees, against any and all losses, claims, damages and expenses, including
reasonable and necessary attorney's fees, to the extent any such losses, claims,
damages and expenses are due to the acts or omissions of the Agent, its
officers, directors, agents and employees. The Agent, in its sole discretion,
shall select counsel to defend any action pursuant to this indemnity. The
Company hereby covenants not to settle or compromise any claim or cause of
action for which indemnification is sought from Agent without the written
permission of Agent. The obligation of Agent to so indemnify the Company is
expressly contingent upon the Company's notifying the Agent, in writing, within
seven (7) calendar days after Company knows, or reasonably should have known, of
any claim, complaint, potential cause of action or proceeding. Failure by the
Company to timely notify Agent shall relieve Agent of its obligation to so
indemnify the Company to the extent any such delay materially prejudices the
substantive rights and defenses available to Agent, or otherwise increases the
damages, settlement costs, or costs of defense. Agent shall have no obligation
to indemnify the Company should any such losses, claims, damages and expenses
result, in whole or in part, from acts, omissions, willful misconduct or gross
negligence of the Company, its affiliates, officers, directors, agents and
employees. This indemnity obligation shall terminate four (4) years following
the expiration of this Agreement. The Agent shall require any third party that
enters into an agreement with the Agent (for the purposes of Agent's fulfilling
its duties pursuant to this Agreement) to execute the Indemnity Agreement
attached hereto as Exhibit A.

11. MODIFICATION: This Agreement may not be modified except
by amendment reduced to writing and signed by both Company and Agent. No waiver
of this Agreement shall be construed as a continuing waiver or consent to any
subsequent breach thereof.

12. ENTIRE AGREEMENT: This Agreement sets forth the entire
agreement and understanding between the parties relating to the subject matter
herein and supersedes all prior discussions between the parties. No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing signed by the party to
be charged. Any subsequent change or changes in the Agent's duties or commission
will not affect the validity or scope of this Agreement.

13. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION: THIS
AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF HAWAII WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. AGENT HEREBY EXPRESSLY CONSENTS
TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE
STATE OF HAWAII FOR ANY LAWSUIT FILED THERE AGAINST THE AGENT
BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.

14. SEVERABILITY: If one or more of the provisions in this
Agreement are deemed void by law, then the remaining provisions will continue in
full force and effect.

15. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

16. ATTORNEY FEES: In the event that this Agreement
becomes subject to litigation between the parties hereto, the parties agree that
the prevailing party shall be entitled to an award of attorney's fees, costs,
and the prevailing statutory interest from the other party.

17. ADDITIONAL ACKNOWLEDGMENTS: Both parties acknowledge and
agree that: (a) the parties are executing this Agreement voluntarily and without
any duress or undue influence; (b) the parties have carefully read this
Agreement and have asked any questions needed to understand the terms,
consequences, and binding effect of this Agreement and fully understand them;
and (c) the parties have sought the advice of an attorney of their respective
choice if so desired prior to signing this Agreement.

18. FURTHER DOCUMENT: If any other provisions or agreements
are necessary to enforce the intent of this document, both parties agree to
execute such provisions or agreements upon request.

This Agreement, consisting of ___________ pages, including this page, is entered
into this the ____ day of ______________, 20____.

Company:

_________________________________________________________
[Signature of Company Representative]

_________________________________________________________
[Typed or Printed Name of Company Representative]

_________________________________________________________
[Typed or Printed Name of Agent]

ACKNOWLEDGMENT

STATE OF HAWAII
COUNTY OF ________________

PERSONALLY came and appeared before me, the undersigned authority, on this day
appeared ________________________________________ [Name of Company
Representative] and ________________________________________ [Name of Agent],
known to me to be the persons whose names are subscribed to the foregoing
instrument, and acknowledged to me that they executed the instrument for the
purposes and consideration expressed in the instrument.

GIVEN under my hand and seal of office on this the _____ day of
_________________, 20__.

The
Sub-Agent hereby agrees that in all
matters relating to [describe the service/product that the Sub-Agent will provide
to the Agent, or reference the separate agreement/contract, if any, between the
Sub-Agent and the Agent:]
____________________________________________________________________________
____________________________________________________________________________
("Product"), Sub-Agent will look solely to the Agent; that the Sub-Agent will not look to the Company for any purpose whatsoever in connection
with the Sub-Agent's agreement with the Agent.

The
Sub-Agent does hereby indemnify, defend, and hold harmless the Company,
its officers, directors, employees, representatives, partners, subsidiaries,
affiliates, as well as all other agents that are not party to this Indemnity
Agreement (collectively the "Company Group"), from and against any and all
claims, causes of action, losses, damages, suits and liabilities of every kind
whatsoever, including all expenses of litigation, court costs and attorneys'
fees (including, but not limited to, all expenses of litigation and reasonable
attorneys' fees incurred by the Company Group in enforcing the provisions of
this Indemnity Agreement), arising out of or from, incident to, or resulting
from, the Product or any transaction related thereto.

The
Sub-Agent hereby acknowledges and
agrees that this Indemnity Agreement shall remain in full force and effect even
if Agent's relationship with the Company is terminated or canceled.

Moreover, the
Sub-Agent agrees hereby to
look solely to Agent, and never to the Company, for any such misunderstanding,
conflict or other problem or problems that may arise between the Agent and
Sub-Agent;
and this indemnity shall continue in full force and effect, so long as there are
any dealings, or courses of action, between the Agent and Sub-Agent or other parties
involved with the Product, and for any period of limitations thereafter.

Dated this _______ day of ________,
20___. _______________________________________
(Sub-Agent)

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